SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1 (b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Trina Solar Limited
| (Name of Issuer) |
Ordinary Shares
| (Title of Class of Securities) |
G90565 10 5
| (CUSIP Number) |
December 31, 2007
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. G90565 10 5 | Schedule 13 G |
| 1 | NAME OF REPORTING PERSON
Milestone Capital Management Limited |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
4,528,542 ordinary shares | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
4,528,542 ordinary shares | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,528,542 ordinary shares |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% |
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| 12 | TYPE OF REPORTING PERSON
CO |
| CUSIP NO. G90565 10 5 | Schedule 13 G |
| 1 | NAME OF REPORTING PERSON
Milestone Solar Holdings I Limited |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
4,528,542 ordinary shares | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
4,528,542 ordinary shares | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,528,542 ordinary shares |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% |
|||
| 12 | TYPE OF REPORTING PERSON
CO |
| CUSIP NO. G90565 10 5 | Schedule 13 G |
| 1 | NAME OF REPORTING PERSON
Milestone China Opportunities Fund I, L.P. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
4,528,542 ordinary shares | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
4,528,542 ordinary shares | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,528,542 ordinary shares |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% |
|||
| 12 | TYPE OF REPORTING PERSON
PN |
| ITEM 1 | (a). |
NAME OF ISSUER: | ||||||||||
| Trina Solar Limited (the “Issuer”) | ||||||||||||
| ITEM 1 | (b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: | ||||||||||
| No. 2 Xin Yuan Yi Road, Electronics Park, New District, Changzhou, Jiangsu 213031, People’s Republic of China | ||||||||||||
| ITEM 2 | (a). |
NAME OF PERSON FILING: | ||||||||||
| Milestone Capital Management Limited
Milestone Solar Holdings I Limited
Milestone China Opportunities Fund I, L.P. |
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| ITEM 2 | (b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: | ||||||||||
| The registered address of Milestone Capital Management Limited is Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands.
The registered address of Milestone Solar Holdings I Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
The registered address of Milestone China Opportunities Fund I, L.P. is P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. |
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| ITEM 2 | (c) |
CITIZENSHIP: | ||||||||||
| The place of organization of Milestone Capital Management Limited and Milestone China Opportunities Fund I, L.P. is the Cayman Islands. The place of organization of Milestone Solar Holdings I Limited is British Virgin Islands. | ||||||||||||
| ITEM 2 | (d). |
TITLE OF CLASS OF SECURITIES: | ||||||||||
| Ordinary Shares, $0.00001 par value | ||||||||||||
| ITEM 2 | (e). |
CUSIP NUMBER: | ||||||||||
| G90565 10 5 | ||||||||||||
| ITEM 3. | Not Applicable | |||||||||||
| ITEM 4. | OWNERSHIP: | |||||||||
| Reporting person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: | ||||||
| Milestone Capital Management Limited |
4,528,542 ordinary shares |
0.2% | 4,528,542 ordinary shares |
0 | 4,528,542 ordinary shares |
0 | ||||||
| Milestone Solar Holdings I Limited |
4,528,542 ordinary shares |
0.2% | 4,528,542 ordinary shares |
0 | 4,528,542 ordinary shares |
0 | ||||||
| Milestone China Opportunities Fund I, L.P. |
4,528,542 ordinary shares |
0.2% | 4,528,542 ordinary shares |
0 | 4,528,542 ordinary shares |
0 | ||||||
| As of December 31, 2007, Milestone Solar Holdings I Limited was the record owner of 4,528,542 ordinary shares of the Issuer (4,528,500 of which were represented by 45,285 American Depositary Shares). Milestone China Opportunities Fund I, L.P. is the sole shareholder of Milestone Solar Holdings I Limited. Milestone Capital Management Limited is the general partner of Milestone China Opportunities Fund I, L.P. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of Milestone Capital Management Limited and Milestone China Opportunities Fund I, L.P. may be deemed to beneficially own all of the shares held by Milestone Solar Holdings I Limited. | ||||||||||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |||||||||
| þ | ||||||||||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | |||||||||
| Not applicable | ||||||||||
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: | |||||||||
| Not applicable | ||||||||||
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: | |||||||||
| Not applicable | ||||||||||
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: | |||||||||
| Not applicable | ||||||||||
| ITEM 10. | CERTIFICATION: | |||||||||
| Not applicable | ||||||||||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 4, 2008
| Milestone Capital Management Limited | By: | /s/ Yunli Lou | ||
| Name: | Yunli Lou | |||
| Title: | Director | |||
| Milestone Solar Holdings I Limited | By: | /s/ Yunli Lou | ||
| Name: | Yunli Lou | |||
| Title: | Director | |||
| Milestone China Opportunities Fund I, L.P. | By: | /s/ Yunli Lou | ||
| Name: | Yunli Lou | |||
| Title: | Director | |||
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A | Joint Filing Agreement |